TORONTO—Building on Canada's legacy of cutting-edge stem
cell cancer research, biotech
venture-backed Trillium Therapeutics Inc. and publicly held life-science
company Stem Cell Therapeutics Corp. (SCT) have announced a merger to develop
cancer drugs initially for acute myeloid leukemia (AML) and potentially other
hematological and solid tumors later down the road. The combined company will
be called Stem Cell Therapeutics.

The business deal calls for SCT to pay Trillium's
shareholders $2.85 million, with $1.2 million of the total in cash and $1.65
million in common shares.

Trillium comes to the table with two cancer treatments in
preclinical development, plus a clinical-stage drug aimed at interstitial
cystitis, a painful bladder disease. SCT brings the knowledge and research
necessary to develop an already-approved antibiotic called tigecycline into a
leukemia therapy.

"The proposed merger of Trillium and SCT would create
Canada's only public company advancing cancer stem cell technologies," says
David Allan, the executive chairman of SCT. "With a combined pipeline
containing both TTI-621 and the Tigecycline small-molecule program, which SCT
recently optioned from the University Health Network, the resulting entity will
be well positioned as a global contender in the cancer stem cell field."

The proposed merger—which is expected to be finalized before
the end of the year—is seen as a bid to create a larger company with a better
chance to raise the capital needed to advance several early-stage cancer
drugs.

"Canada has had a very strong commitment to
blood-restorative stem cell therapy, first discovered by (Dr. Ernest)
McCullough in the 1960s," says Dr. Niclas Stiernholm, a founder and CEO of
Trillium. "We are building on this legacy in cancer stem cell research."

Stiernholm helped start Trillium in 2002 on venture capital
and licensing revenues. Ever since 2009, "it started to become clear to me that
I could not continue to do research any longer using private revenues, and I
searched for a way to go public," he admits.

"We wanted to refocus away from regenerative stem cell
research and get into stem cell cancer research," he says. "We are looking to
raise from $2.5 million to $5 million to start."

The transaction with Stem Cell will allow the companies
combined assets "to gain access to the capital required for their proper
development in order to transform them, over time, into valuable new
treatments," Stiernholm says. "My colleagues and I are excited about the
upcoming creation of a much needed commercial vehicle for Canada's world-class
cancer stem cell discoveries."

Although a "formidable challenge for a company of any size,
by building on the strength of our own capabilities, our existing links to
several of Ontario's leading cancer research organizations and our global
industry network, we believe we have a real opportunity to make a difference in
the future treatment of cancer," he adds.

Trillium specializes in immunotherapy and cancer stem cell
research, with a particular focus on blocking the negative pathways that
malignant cells exploit to suppress anti-tumor responses. Trillium is
developing TTI-621, a novel SIRPaFc fusion protein that targets CD47,
augmenting the ability of the immune system to destroy cancer stem cells.

The development of TTI-621 originated from leading
researchers in the field, including Drs. John Dick and Jean Wang of the
University Health Network and Dr. Jayne Danska of the Hospital for Sick
Children, all of Toronto. TTI-621, which is expected to enter formal
IND-enabling studies in the second quarter of 2013, is being developed
initially as a treatment for AML.

Trillium's preclinical cancer immunotherapy pipeline also
includes a fully human CD200-specific monoclonal antibody that is also ready to
enter formal IND-enabling studies. In addition to its preclinical portfolio,
Trillium is conducting a clinical trial in patients with interstitial cystitis,
a chronic and painful bladder disease. Results from this trial are expected in mid-2013.

According to Stiernholm, the intention of the merger is
that all Trillium executives and staff will remain with the resulting entity.
Stiernholm will become the CEO of SCT, Robert Uger will serve as chief
scientific officer, Dr. Penka Petrova will serve as vice president of drug
development and James Parsons will serve as chief financial officer.